EXHIBIT 10.2




                            STOCK PURCHASE AGREEMENT


                                  BY AND AMONG


                            Eurofaith Holdings, Inc.,
                      a British Virgin Islands corporation,


                                       and

                               Rim Holdings, Inc.
                              a Nevada corporation





                                  June 29, 2004


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                            STOCK PURCHASE AGREEMENT

     This  Stock   Purchase   Agreement,   dated  as  of  June  29,  2004  (this
"Agreement"),  is made and entered  into by and between Rim  Holdings,  Inc.,  a
Nevada  corporation  ("Buyer") and Eurofaith  Holdings,  Inc., a British  Virgin
Islands corporation ("Seller").

     WHEREAS,  the Seller owns 100 shares of common stock (the "Starway Shares")
of Starway  Management  Ltd., a British Virgin Islands  corporation  ("Starway")
which represent all of the issued and outstanding capital stock of Starway;

     WHEREAS,  Starway solely owned (i) directly the entire issued share capital
of Shenzhen Dicken which is a wholly foreign-owned  enterprise established under
the laws of the PRC and responsible for the operation and sales of energy saving
products;  and (ii)  indirectly,  through  Shenzhen  Dicken,  100%  shareholding
interest in Shenzhen Dicken  Technology  Development  Limited which is a limited
company  incorporated in the PRC and holds the patent and is responsible for the
development of energy saving projects of Shenzhen Dicken Group.  Shenzhen Dicken
Group  develops,   manufactures  and  sells  energy  saving  products  including
electricity  and light saving  devices and equipment used or installed in a wide
range of facilities  and  machines,  such as lighting  system,  air-conditioning
systems or manufacturing machinery systems.

     WHEREAS,  Seller  wishes to sell and Buyer  wishes to  purchase  all of the
Starway Shares.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:


                                    ARTICLE 1
                               THE STOCK PURCHASE

     1.1  PURCHASE  AND  SALE.  Subject  to the  terms  and  conditions  of this
Agreement  and in reliance upon the  representations  and  warranties  contained
herein, at the Closing,  the Buyer shall purchase from Seller 50% of the Starway
Shares equaling to 50 shares, which represents all of the issued and outstanding
capital stock of Starway. The purchase price for such stock is $120,000,000 (the
"Purchase Price"),  payable by the issuance by Buyer of a convertible promissory
note,  the form of which is set forth in Exhibit  A,  hereof  (the  "Convertible
Note").  The  unaudited  profit  after tax of  Starway as of 31 May 2004 is 10.4
million.  Basing on the  commitment  of the  management  of Starway and Shenzhen
Dicken  Industrial  Development  Ltd. The  Purchase  Price was  determined  with
reference to the  estimated  profit  after tax for the year 2004,  being no less
than $24 million, times 50% at PE ratio of 10.

     1.2  PRESS RELEASES.  At the Closing,  Buyer shall issue such press release
or  announcement  of the  transactions  contemplated by this Agreement as may be
required by the reporting  requirements of the Securities  Exchange Act of 1934,
as amended.

     1.3  CLOSING.  The closing of the stock purchase (the "Closing") shall take
place on or before  June 30,  2004,  or on such  other  date as may be  mutually
agreed upon by the  parties.  Such date is  referred  to herein as the  "Closing
Date."

<PAGE>

     1.4  APPOINTMENT OF DIRECTORS. The Seller and the Buyer mutually agree upon
Closing, there will be a total of 3 directors appointed to Starway, namely, 2 by
the Buyer and 1 by the Seller.


                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES
                                    OF SELLER

     The Seller hereby represents and warrants to Buyer as follows:

     2.1  OWNERSHIP OF THE STARWAY SHARES. The Seller owns,  beneficially and of
record,  good and marketable title to the Starway Shares,  free and clear of all
security interests,  liens,  adverse claims,  encumbrances,  equities,  proxies,
options or stockholders'  agreements.  At the Closing, the Seller will convey to
Buyer good and  marketable  title to the Starway  Shares,  free and clear of any
security interests,  liens,  adverse claims,  encumbrances,  equities,  proxies,
options, stockholders' agreements or restrictions.

     2.2  AUTHORITY  RELATIVE TO THIS  AGREEMENT.  The  execution,  delivery and
performance of this Agreement by the Seller and the  consummation  by the Seller
of the transactions contemplated hereby have been duly authorized by the Seller,
and no other actions on the part of the Seller are  necessary to authorize  this
Agreement or the transactions  contemplated hereby. This Agreement has been duly
and validly  executed and  delivered by the Seller and  constitutes  a valid and
binding  agreement of the Seller,  enforceable  against the Seller in accordance
with its  terms,  except  as such  enforcement  may be  limited  by  bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'  rights
generally or by general principles of equity.

     2.3  CONSENTS AND APPROVALS;  NO  VIOLATIONS.  Except for  requirements  of
applicable  laws,  no filing  with,  and no  permit,  authorization,  consent or
approval of, any public body or authority is necessary for the  consummation  by
the Seller of the  transactions  contemplated  by this  Agreement.  Neither  the
execution and delivery of this Agreement by the Seller nor the  consummation  by
the Seller of the transactions contemplated hereby, nor compliance by the Seller
with any of the provisions hereof,  will (a) result in a violation or breach of,
or  constitute  (with or without  due notice or lapse of time or both) a default
(or give rise to any right of termination,  cancellation or acceleration) under,
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which the Seller is a party or by which the Seller or his  property may be bound
or (b) violate any order, writ, injunction,  decree, statute, rule or regulation
applicable  to the  Seller,  except  in the  case  of  clauses  (a)  and (b) for
violations,  breaches or defaults which are not in the aggregate material to the
Seller.

     2.4  RESTRICTED  SECURITIES.  The Seller  acknowledges that the Convertible
Note or any securities  that the  Convertible  Note is convertible  into ("Buyer
Securities")  will not be registered  pursuant to the Securities Act of 1933, as
amended (the  "Securities  Act") or any applicable  state  securities laws, that
will be characterized as "restricted  securities" under federal securities laws,
and that under such laws and applicable  regulations the Buyer Securities cannot


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<PAGE>

be sold or otherwise  disposed of without  registration under the Securities Act
or an exemption therefrom.  In this regard, the Seller is familiar with Rule 144
promulgated  under the Securities  Act, as currently in effect,  and understands
the resale limitations imposed thereby and by the Securities Act.

     2.5  ACCREDITED  INVESTOR.  The Seller is an "Accredited  Investor" as that
term is defined in rule 501 of  Regulation D  promulgated  under the  Securities
Act.  The  Seller  is able to bear the  economic  risk of  acquiring  the  Buyer
Securities pursuant to the terms of this Agreement, including a complete loss of
the Seller's investment in the Buyer Securities.

     2.6  LEGEND. The Seller  acknowledges that the certificate(s)  representing
the Buyer  Securities  shall  each  conspicuously  set forth on the face or back
thereof a legend in substantially the following form:

          NEITHER  THESE   SECURITIES  NOR  THE  SECURITIES   INTO  WHICH  THESE
          SECURITIES ARE  CONVERTIBLE  HAVE BEEN  REGISTERED WITH THE SECURITIES
          AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE IN
          RELIANCE UPON AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT
          BE  OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
          STATEMENT  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO AN  AVAILABLE
          EXEMPTION FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION
          REQUIREMENTS  OF THE SECURITIES ACT AND IN ACCORDANCE  WITH APPLICABLE
          STATE  SECURITIES  LAWS AS EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO
          THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF  WHICH  SHALL BE
          REASONABLY ACCEPTABLE TO THE COMPANY.

     2.7  DUE ORGANIZATION.  Seller and Starway has been duly  incorporated,  is
validly  existing as a corporation and is in good standing under the laws of its
jurisdiction  of  incorporation,  and has the  requisite  power  to carry on its
business as now conducted.

     2.8  CAPITALIZATION  OF STARWAY.  The  authorized  capital stock of Starway
consists solely of 50,000 shares of common stock, U.S. $1.00 par value, of which
100 shares are issued and outstanding.  All of the issued and outstanding shares
of capital stock of Starway are duly  authorized,  validly  issued,  fully paid,
non-assessable  and free of  preemptive  rights.  There  are no  outstanding  or
authorized options, rights, warrants,  calls, convertible securities,  rights to
subscribe, conversion rights or other agreements or commitments to which Starway
is a party or which are  binding  upon  Starway  providing  for the  issuance or
transfer by Starway of  additional  shares of its capital  stock and Starway has
not reserved  any shares of its capital  stock for  issuance,  nor are there any
outstanding  stock option rights,  phantom equity or similar rights,  contracts,
arrangements or commitments which are binding upon Starway.  There are no voting
trusts or any other agreements or  understandings  with respect to the voting of
Starway's capital stock.

     2.9  CERTAIN  STARWAY  CORPORATE  MATTERS.  Starway is duly qualified to do
business as a corporation and is in good standing in each  jurisdiction in which
the ownership of its properties,  the employment of its personnel or the conduct
of its business  requires it to be so qualified,  except where the failure to be
so qualified  would not have a material  adverse  effect on Starway's  financial
condition,  results of operations or business.  Starway has full corporate power
and authority and all authorizations, licenses and permits necessary to carry on
the business in which it is engaged and to own and use the properties  owned and
used by it.

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<PAGE>

     2.10 FINANCIAL  STATEMENTS OF STARWAY.  The reviewed  consolidated  balance
sheets,  consolidated  statements of operations  and cash flows of Starway as of
fiscal  year ended  December  31,  2003 and the  reviewed  consolidated  balance
sheets, statements of operations and cash flows for the 3 months ended March 31,
2004 (collectively,  the "Financial Statements") were delivered to Buyer and (a)
were prepared in accordance  with the books and records of Starway;  and (b) are
accurate  and  fairly  present  its  financial  condition  and  the  results  of
operations  as of the  relevant  dates  thereof and for the entities and periods
covered thereby.

     2.11 ABSENCE OF MATERIAL  CHANGES OF STARWAY.  Since last as of date of the
Financial  Statements,  there has not been any  material  adverse  change in the
condition  (financial or otherwise) of the  properties,  assets,  liabilities or
business of Starway,  except changes in the ordinary  course of business  which,
individually and in the aggregate, have not been materially adverse.

     2.12 TITLE TO STARWAY ASSETS.  Starway has good and marketable title to all
of the assets and properties now carried on its books  including those reflected
in the most recent balance sheet contained in the Financial Statements, free and
clear of all liens, claims,  charges,  security interests or other encumbrances,
except as described in the Starway Financial Statements or arising thereafter in
the ordinary course of business (none of which will be material).


                                    ARTICLE 3
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     3.1  ORGANIZATION.  Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the state of its  incorporation,  and has
the requisite corporate power to carry on its business as now conducted.

     3.2  CAPITALIZATION.   Buyer's   authorized   capital  stock   consists  of
20,000,000  shares of  capital  stock,  of which  18,740,967  shares  and at the
Closing will be issued and  outstanding.  All issued and  outstanding  shares of
Buyer  common  stock  are  duly   authorized,   validly   issued,   fully  paid,
non-assessable  and free of  preemptive  rights.  There  are no  outstanding  or
authorized options, rights, warrants,  calls, convertible securities,  rights to
subscribe,  conversion  rights or other agreements or commitments to which Buyer
is a party or which are binding upon Buyer  providing  for the issuance by Buyer
or transfer by Buyer of additional shares of Buyer's capital stock and Buyer has
not reserved  any shares of its capital  stock for  issuance,  nor are there any
outstanding  stock option rights,  phantom equity or similar rights,  contracts,
arrangements or commitments to issue capital stock of Buyer. There are no voting
trusts or any other agreements or  understandings  with respect to the voting of
Buyer's capital stock.

     3.3  CERTAIN CORPORATE  MATTERS.  Buyer is duly licensed or qualified to do
business and is in good standing in every jurisdiction in which the character of
Buyer's  properties or nature of Buyer's business  requires it to be so licensed
or  qualified  other  than  such  jurisdictions  in which the  failure  to be so
licensed or qualified does not, or insofar as can reasonably be foreseen, in the
future will not,  have a material  adverse  effect on its  financial  condition,

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<PAGE>

results of operations or business.  Buyer has full corporate power and authority
and all authorizations,  licenses and permits necessary to carry on the business
in which it is engaged or in which it  proposes  presently  to engage and to own
and use the properties owned and used by it. Buyer is not in default under or in
violation of any provision of its  certificate or articles of  incorporation  or
bylaws in any  material  respect.  Buyer is not in any  material  default  or in
violation of any restriction,  lien, encumbrance,  indenture,  contract,  lease,
sublease,  loan agreement,  note or other obligation or liability by which it is
bound or to which any of its assets is subject.

     3.4  AUTHORITY  RELATIVE  TO  THIS  AGREEMENT.   Buyer  has  the  requisite
corporate  power and  authority to enter into this  Agreement  and carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by Buyer and the consummation of the transactions  contemplated hereby have been
duly  authorized  by the Board of Directors of Buyer and no other actions on the
part of Buyer are  necessary to  authorize  this  Agreement or the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered  by Buyer and  constitutes  a valid and binding  obligation  of Buyer,
enforceable  in accordance  with its terms,  except as such  enforcement  may be
limited  by   bankruptcy,   insolvency  or  other  similar  laws  affecting  the
enforcement of creditors' rights generally or by general principles of equity.

     3.5  CONSENTS  AND  APPROVALS;   NO   VIOLATIONS.   Except  for  applicable
requirements of federal  securities laws and state  securities or blue-sky laws,
no filing with, and no permit, authorization,  consent or approval of, any third
party,  public body or authority is necessary for the  consummation  by Buyer of
the  transactions  contemplated  by this  Agreement.  Neither the  execution and
delivery  of this  Agreement  by  Buyer  nor the  consummation  by  Buyer of the
transactions  contemplated  hereby,  nor  compliance  by  Buyer  with any of the
provisions  hereof,  will (a)  conflict  with or  result  in any  breach  of any
provisions  of the  charter  or Bylaws of Buyer,  (b) result in a  violation  or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms,  conditions or provisions of any note, bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which Buyer is a party or by which it or any of its  properties or assets may be
bound or (c) violate  any order,  writ,  injunction,  decree,  statute,  rule or
regulation  applicable to Buyer,  or any of its properties or assets,  except in
the case of clauses (b) and (c) for  violations,  breaches or defaults which are
not in the aggregate material to Buyer taken as a whole.

     3.6  SEC DOCUMENTS. Buyer hereby makes reference to the following documents
filed with the United States Securities and Exchange  Commission (the "SEC"), as
posted on the SEC's website, WWW.SEC.GOV:  (collectively,  the "SEC Documents"):
(a) Annual  Report on Form 10-KSB for the fiscal year ended  September 30, 2003,
2002,  2001 and 2000; (b) General Form For  Registration  of Securities Of Small
Business  Issuers on Form 10-SB12G as filed on July 17, 2000, and all amendments
thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended December
31, 2000, 2001, 2002 and 2003, March 31, 2001, 2002, 2003 and 2004, and July 31,
2001, 2002 and 2003, and all amendments  thereto.  The SEC Documents  constitute
all of the  documents and reports that the Company was required to file with the
SEC pursuant to the  Securities  Exchange Act of 1934  ("Exchange  Act").  As of
their respective dates, the SEC Documents complied in all material respects with
the  requirements of the Exchange Act and the rules and regulations  promulgated

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thereunder  and none of the SEC  Documents  contained  an untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of Buyer included
in the SEC Documents comply as to form in all material  respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto,  have been  prepared in  accordance  with  generally  accepted
accounting  principles  in the United States  (except,  in the case of unaudited
statements,  as permitted by the applicable form under the Exchange Act) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present the financial  position of Buyer as of the
dates thereof and its  statements of operations,  stockholders'  equity and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal  and  recurring  year-end  audit  adjustments  which  were and are not
expected to have a material  adverse  effect on Buyer,  its business,  financial
condition or results of operations).

     3.7  FINANCIAL STATEMENTS.

          (a)  Included in the SEC  Documents  are the audited  balance sheet of
Buyer (collectively, "Buyer's Audited Financials").

          (b)  Included in the SEC Documents are the unaudited balance sheets of
Buyer as at March 31, 2004,  and the related  statements of operations  and cash
flows for the six months ended March 31, 2004 ("Buyer's Interim Financials").

          (c)  Buyer's  Audited   Financials  and  Buyer's  Interim   Financials
(collectively  "Buyer's  Financial  Statements")  are (i) in accordance with the
books and records of Buyer, (ii) correct and complete,  (iii) fairly present the
financial position and results of operations of Buyer as of the dates indicated,
and (iv)  prepared in  accordance  with U.S.  GAAP  (except  that (x)  unaudited
financial  statements may not be in accordance  with GAAP because of the absence
of footnotes normally contained therein, and (y) interim (unaudited)  financials
are subject to normal year-end audit  adjustments that in the aggregate will not
have a material  adverse effect on Buyer, its business,  financial  condition or
results of operations.

     3.8  TAX MATTERS.

          (a)  Buyer  has duly  filed all  material  federal,  state,  local and
foreign  tax  returns  required  to be filed by or with  respect  to it with the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted;

          (b)  Buyer  has  paid,  or  adequately  reserved  against  in  Buyer's
Financial Statements, all material taxes due, or claimed by any taxing authority
to be due, from or with respect to it;

          (c)  To the best knowledge of Buyer,  there has been no material issue
raised or material  adjustment  proposed  (and none is pending) by the  Internal
Revenue Service or any other taxing  authority in connection with any of Buyer's
tax returns;

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          (d)  No waiver or  extension of any statute of  limitations  as to any
material  federal,  state,  local or  foreign  tax  matter  has been given by or
requested from Buyer; and

          (e)  Buyer  has not  filed  a  consent  under  Section  341(f)  of the
Internal Revenue Code of 1986, as amended.

               For  the  purposes  of this  SECTION  3.8, a tax is due (and must
therefore  either be paid or adequately  reserved  against in Buyer's  Financial
Statements)  only on the  last  date  payment  of such  tax can be made  without
interest  or  penalties,  whether  such  payment is due in respect of  estimated
taxes, withholding taxes, required tax credits or any other tax.

     3.9  REAL PROPERTY. Buyer does not own or lease any real property.

     3.10 ENVIRONMENTAL MATTERS.

          (a)  DEFINITIONS.  For the purpose of this  Agreement,  the  following
terms shall have the meaning herein specified:

               (i)  "Governmental  Authority" shall mean the United States, each
state,  each county,  each city and each other  political  subdivision  in which
Buyer's business is located,  and any court,  political  subdivision,  agency or
instrumentality with jurisdiction over Buyer's business.

               (ii) "Environmental   Laws"  shall  mean  (A)  the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund  Amendments and Reauthorization  Act of 1986, 42 U.S.C.A.  9601 et
seq. ("CERCLA"),  (B) the Resource  Conservation and Recovery Act, as amended by
the  Hazardous  and Solid Waste  Amendment  of 1984,  42  U.S.C.A.  6901 et seq.
("RCRA"), (C) the Clean Air Act, 42 U.S.C.A. 7401 et seq., (D) the Federal Water
Pollution  Control  Act, as amended,  33  U.S.C.A.  1251 et seq.,  (E) the Toxic
Substances Control Act, 15 U.S.C.A. 2601 et seq., (F) all applicable state laws,
and (G) all other laws and ordinances  relating to municipal waste, solid waste,
air  pollution,  water  pollution  and/or the handling,  discharge,  disposal or
recovery of on-site or off-site  hazardous  substances or materials,  as each of
the foregoing has been or may hereafter be amended from time to time.

               (iii) "Hazardous  Materials" shall mean,  among  others,  (A) any
"hazardous  waste" as defined by RCRA, and regulations  promulgated  thereunder;
(B) any "hazardous substance" as defined by CERCLA, and regulations  promulgated
thereunder;  (C) any "toxic pollutant" as defined in the Federal Water Pollution
Prevention and Control Act, as amended, 33 U.S.C. 1251 et seq.,  (commonly known
as "CWA"  for  "Clean  Water  Act"),  and any  regulations  thereunder;  (D) any
"hazardous air pollutant" as defined in the Air Pollution Prevention and Control
Act, as amended,  42 U.S.C. 7401 et seq. (commonly known as "CAA" for "Clean Air
Act")  and  any  regulations  thereunder;   (E)  asbestos;  (F)  polychlorinated
biphenyls;  (G) any substance the presence of which at the Business Location (as
hereinafter  defined) is prohibited by any Environmental Laws; and (H) any other
substance which is regulated by any Environmental Laws.

               (iv) "Hazardous Materials  Contamination" shall mean the presence
of  Hazardous  Materials  in the  soil,  groundwater,  air or  any  other  media
regulated by the  Environmental  Laws on, under or around Buyer's  facilities at
levels or concentration  which trigger any requirement  under the  Environmental

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Laws to remove,  remediate,  mitigate,  abate or  otherwise  reduce the level or
concentration  of  the  Hazardous  Materials.   The  term  "Hazardous  Materials
Contamination"  does not include the presence of Hazardous  Materials in process
tanks, lines, storage or reactor vessels, delivery trucks or any other equipment
or  containers,   which  Hazardous   Materials  are  used  in  the  manufacture,
processing,   distribution,   use,  storage,  sale,  handling,   transportation,
recycling,  reuse or  disposal of the  products  that were  manufactured  and/or
distributed by Buyer.

               (v)  "Business Location" shall mean any real property,  building,
facility or  structure  owned,  leased or occupied by Buyer at any time from its
inception until the present.

     3.11 INTELLECTUAL PROPERTY. Buyer does not own or use any trademarks, trade
names,  service  marks,  patents,  copyrights or any  applications  with respect
thereto. Buyer has no knowledge of any claim that, or inquiry as to whether, any
product,  activity or operation  of Buyer  infringes  upon or  involves,  or has
resulted in the  infringement  of, any trademarks,  trade-names,  service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or other entity;  and no proceedings  have been  instituted,  are pending or are
threatened.

     3.12 INSURANCE. Buyer has no insurance policies in effect.

     3.13 CONTRACTS.  Buyer has no material contracts,  leases,  arrangements or
commitments  (whether  oral or written).  Buyer is not a party to or bound by or
affected by any contract,  lease,  arrangement  or  commitment  (whether oral or
written)  relating  to:  (a)  the  employment  of  any  person;  (b)  collective
bargaining with, or any  representation  of any employees by, any labor union or
association;  (c) the  acquisition  of  services,  supplies,  equipment or other
personal property;  (d) the purchase or sale of real property; (e) distribution,
agency or  construction;  (f) lease of real or  personal  property  as lessor or
lessee or  sublessor  or  sublessee;  (g)  lending or  advancing  of funds;  (h)
borrowing  of funds or  receipt of  credit;  (i)  incurring  any  obligation  or
liability; or (j) the sale of personal property.

     3.14 LITIGATION. Buyer is not subject to any judgment or order of any court
or  quasijudicial  or  administrative  agency of any  jurisdiction,  domestic or
foreign,   nor  is  there  any  charge,   complaint,   lawsuit  or  governmental
investigation  pending  against  Buyer.  Buyer is not a plaintiff in any action,
domestic or foreign, judicial or administrative.  There are no existing actions,
suits,  proceedings  against or  investigations  of Buyer, and Buyer knows of no
basis for such  actions,  suits,  proceedings  or  investigations.  There are no
unsatisfied  judgments,  orders,  decrees or stipulations  affecting Buyer or to
which Buyer is a party.

     3.15 EMPLOYEES.  Buyer does not have any employees.  Buyer does not owe any
compensation  of any kind,  deferred  or  otherwise,  to any current or previous
employees.  Buyer has no written or oral employment  agreements with any officer
or  director  of  Buyer.  Buyer is not a party  to or  bound  by any  collective
bargaining agreement.

     3.16 LEGAL  COMPLIANCE.   To  the  best  knowledge  of  Buyer,   after  due
investigation, no claim has been filed against Buyer alleging a violation of any


                                       8
<PAGE>

applicable laws and regulations of foreign, federal, state and local governments
and all agencies  thereof.  Buyer holds all of the material  permits,  licenses,
certificates  or  other  authorizations  of  foreign,  federal,  state  or local
governmental  agencies  required  for the conduct of its  business as  presently
conducted.

     3.17 LISTING AND MAINTENANCE REQUIREMENTS. Buyer is currently quoted on the
OTC  Bulletin  Board  and Buyer has not,  in the 12  months  preceding  the date
hereof,  received  any  notice  from the OTC  Bulletin  Board or the NASD or any
trading  market on which Buyer's common stock is or has been listed or quoted to
the  effect  that  Buyer is not in  compliance  with  the  quoting,  listing  or
maintenance  requirements of the OTCBB or such other trading  market.  Buyer is,
and has no  reason  to  believe  that it will  not,  in the  foreseeable  future
continue to be, in  compliance  with all such quoting,  listing and  maintenance
requirements.

     3.18 DISCLOSURE.  The representations and warranties and statements of fact
made by Buyer in this  Agreement  are,  as  applicable,  accurate,  correct  and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.


                                    ARTICLE 4
                              CONDITIONS TO CLOSING

     4.1  CONDITIONS TO OBLIGATIONS OF SELLER.  The  obligations of Seller under
this Agreement shall be subject to each of the following conditions:

          (a)  CLOSING DELIVERIES. At the Closing, Buyer shall have delivered or
caused to be delivered to Seller the following:

               (i)  resolutions  duly adopted by the Board of Directors of Buyer
authorizing and approving the purchase of shares and the execution, delivery and
performance of this Agreement;

               (ii) executed Convertible Note;

               (v)  this Agreement duly executed by Buyer;

               (vi) such other  documents  as Seller may  reasonably  request in
connection with the transactions contemplated hereby.

          (b)  REPRESENTATIONS  AND WARRANTIES TO BE TRUE.  The  representations
and warranties of Buyer herein contained shall be true in all material  respects
at the Closing  with the same  effect as though  made at such time.  Buyer shall
have  performed in all material  respects  all  obligations  and complied in all
material  respects with all covenants and conditions  required by this Agreement
to be performed or complied with by them at or prior to the Closing.

          (c)  CURRENT ON SEC FILINGS. At the Closing,  Buyer will be current on
all SEC filings and tax obligations and will have had no material changes to its
business or financial condition.

                                       9
<PAGE>

     4.2  CONDITIONS TO  OBLIGATIONS  OF BUYER.  The  obligations of Buyer under
this Agreement shall be subject to each of the following conditions:

          (a)  CLOSING  DELIVERIES.  On the  Closing  Date,  Seller  shall  have
delivered to Buyer the following:

               (i)  one or more certificates  representing the Starway Shares to
be delivered  pursuant to this  Agreement  duly endorsed or  accompanied by duly
executed stock power;

               (ii) this Agreement duly executed by Seller; and

               (iii) such other  documents  as Buyer may  reasonably  request in
connection with the transactions contemplated hereby.

          (b)  REPRESENTATIONS  AND WARRANTIES TO BE TRUE.  The  representations
and warranties of Seller herein contained shall be true in all material respects
at the Closing  with the same effect as though made at such time.  Seller  shall
have  performed in all material  respects  all  obligations  and complied in all
material  respects with all covenants and conditions  required by this Agreement
to be performed or complied with by them at or prior to the Closing.


                                    ARTICLE 5
                               GENERAL PROVISIONS

     5.1  NOTICES.  All notices and other  communications  hereunder shall be in
writing  and shall be deemed to have been duly  given if  delivered  personally,
sent by overnight  courier or mailed by  registered  or certified  mail (postage
prepaid  and  return  receipt  requested)  to the  party  to whom the same is so
delivered,  sent or mailed at addresses set forth on the  signature  page hereof
(or at such other address for a party as shall be specified by like notice).

     5.2  INTERPRETATION.  The  headings  contained  in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.

     5.3  SEVERABILITY.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated  and the parties shall negotiate
in good faith to modify this  Agreement  to preserve  each  party's  anticipated
benefits under this Agreement.

     5.4  MISCELLANEOUS.  This Agreement  (together with all other documents and
instruments  referred to  herein):  (a)  constitutes  the entire  agreement  and
supersedes all other prior agreements and  undertakings,  both written and oral,
among the parties  with  respect to the  subject  matter  hereof;  (b) except as
expressly set forth herein,  is not intended to confer upon any other person any
rights or remedies  hereunder  and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.

                                       10
<PAGE>

     5.5  SEPARATE COUNSEL. Each party hereby expressly acknowledges that it has
been advised to seek its own separate  legal  counsel for advice with respect to
this  Agreement,  and that no counsel to any party hereto has acted or is acting
as counsel to any other party hereto in connection with this Agreement.

     5.6  GOVERNING  LAW;  VENUE.  This  Agreement  shall be  governed  by,  and
construed  and enforced in  accordance  with,  the laws of the State of Arizona,
U.S.A.  Any and all actions brought under this Agreement shall be brought in the
state  and/or  federal  courts of the United  States  sitting in the City of Los
Angeles,  California  and each  party  hereby  waives any right to object to the
convenience of such venue.

     5.7  COUNTERPARTS AND FACSIMILE SIGNATURES.  This Agreement may be executed
in two or more counterparts, which together shall constitute a single agreement.
This Agreement and any documents  relating to it may be executed and transmitted
to any other  party by  facsimile,  which  facsimile  shall be deemed to be, and
utilized in all respects as, an original, wet-inked document.

     5.8  AMENDMENT.  This  Agreement may be amended,  modified or  supplemented
only by an instrument in writing executed by all parties hereto.

     5.9  PARTIES IN INTEREST: NO THIRD PARTY BENEFICIARIES. Except as otherwise
provided  herein,  the terms and conditions of this Agreement shall inure to the
benefit of and be binding  upon the  respective  heirs,  legal  representatives,
successors and assigns of the parties hereto. This Agreement shall not be deemed
to confer upon any person not a party hereto any rights or remedies hereunder.

     5.10 WAIVER.  No waiver by any party of any  default  or breach by  another
party of any representation,  warranty,  covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent  default or breach by
such  party of the  same or any  other  representation,  warranty,  covenant  or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising  any right,  power or remedy under this  Agreement or at law or in
equity  shall  operate as a waiver  thereof or otherwise  prejudice  any of such
party's rights, powers and remedies. All remedies,  whether at law or in equity,
shall be cumulative  and the election of any one or more shall not  constitute a
waiver of the right to pursue other available remedies.

     5.11 EXPENSES. At or prior to the Closing, the parties hereto shall pay all
of  their  own  expenses  relating  to the  transactions  contemplated  by  this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective counsel and financial advisers.



                                       11
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

SELLER:                                     BUYER:


EuroFaith Holdings, Inc.,                   Rim Holdings, Inc.,
a British Virgin Islands corporation        a Nevada corporation



By: /s/ Sim Lai Fun                         By: /s/ Lee Kam Man
    --------------------------------            --------------------------------
Name: Sim Lai Fun                           Name:  Lee Kam Man
Title: Sole Director                        Title: Chief Executive Officer



                                       12
<PAGE>

                                    EXHIBIT A

                           CONVERTIBLE PROMISSORY NOTE


NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.

                                                 Date of Issuance: June 30, 2004

                                                                    $120,000,000


                           CONVERTIBLE PROMISSORY NOTE
                              DUE DECEMBER 31, 2004

     THIS CONVERTIBLE PROMISSORY NOTE is issued by Rim Holdings,  Inc., a Nevada
corporation (the "Company"),  designated as its Convertible Promissory Note, due
December 31, 2004 (the "CONVERTIBLE NOTE") issued pursuant to the Stock Purchase
Agreement dated June 29, 2004 between Eurofaith Holdings, Inc., a British Virgin
Islands corporation and the Company (the "Purchase Agreement").

     FOR VALUE RECEIVED, the Company promises to pay to Eurofaith Holdings, Inc.
or its registered  assigns (the "HOLDER"),  the principal sum of $120,000,000 on
December 31, 2004 or such earlier  date as the  Convertible  Note is required or
permitted to be repaid as provided  hereunder (the "MATURITY DATE"),  and to pay
interest  to the  Holder  on the  aggregate  unconverted  and  then  outstanding
principal amount of this  Convertible Note at the rate of 5% per annum,  payable
on the Maturity  Date as set forth herein.  Interest  shall be calculated on the
basis of a 360-day year and shall accrue on the Maturity  Date.  On the Maturity
Date,  the  Company  may,  in its sole  discretion,  pay the  principal  sum and
interest  accrued  by  issuing  to the  Holder  223,073,380  at $0.50  per share
(11,153,669  at $10.76 per share  post a  contemplated  1 for 20  reverse  stock
split) shares of the Company's restricted common stock.

     This Convertible Note is subject to the following additional provisions:

1.   SUBJECT  TO  PURCHASE  AGREEMENT.  This  Convertible  Note has been  issued
subject to certain  investment  representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance
with the Purchase Agreement and applicable federal and state securities laws and
regulations.  Prior to due  presentment  to the  Company  for  transfer  of this
Convertible  Note, the Company and any agent of the Company may treat the Person
in whose name this  Convertible  Note is duly registered on the Convertible Note
Register  as the owner  hereof for the  purpose of  receiving  payment as herein
provided and for all other  purposes,  whether or not this  Convertible  Note is

<PAGE>

overdue,  and neither the Company nor any such agent shall be affected by notice
to the contrary.

2.   EVENTS OF DEFAULT.

     (a)  "EVENT  OF  DEFAULT",  wherever  used  herein,  means  any  one of the
following  events  (whatever  the reason and  whether it shall be  voluntary  or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

          (i)  any default in the payment of the principal  of,  interest on, or
liquidated  damages in respect of, any  Convertible  Note,  free of any claim of
subordination,  as and when the same shall become due and payable  (whether on a
Conversion  Date or the Maturity Date or by  acceleration  or  otherwise)  which
default  is not cured,  if  possible  to cure,  within 30 days of notice of such
default sent by the Holder;

          (ii) the Company or any of its subsidiaries  shall commence,  or there
shall be commenced  against the Company or any such  subsidiary a case under any
applicable  bankruptcy or  insolvency  laws as now or hereafter in effect or any
successor  thereto,  or the Company  commences  any other  proceeding  under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency  or  liquidation  or similar law of any  jurisdiction  whether now or
hereafter in effect  relating to the Company or any subsidiary  thereof or there
is commenced against the Company or any subsidiary  thereof any such bankruptcy,
insolvency  or other  proceeding  which remains  undismissed  for a period of 60
days;  or the Company or any  subsidiary  thereof is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding  is entered;  or the Company or any  subsidiary  thereof  suffers any
appointment of any custodian or the like for it or any  substantial  part of its
property which  continues  undischarged  or unstayed for a period of 60 days; or
the Company or any subsidiary thereof makes a general assignment for the benefit
of creditors; or the Company shall fail to pay, or shall state that it is unable
to pay, or shall be unable to pay,  its debts  generally  as they become due; or
the Company or any subsidiary thereof shall call a meeting of its creditors with
a view to arranging a composition,  adjustment or restructuring of its debts; or
the  Company  or any  subsidiary  thereof  shall  by any act or  failure  to act
expressly  indicate its consent to,  approval of or  acquiescence  in any of the
foregoing;  or any  corporate  or other  action is taken by the  Company  or any
subsidiary thereof for the purpose of effecting any of the foregoing.

     (b)  REMEDIES  UPON  DEFAULT.  If  any  Event  of  Default  occurs  and  is
continuing,  the full principal amount of this Convertible  Note,  together with
interest and other amounts owing in respect thereof, to the date of acceleration
shall become at the Holder's election,  immediately due and payable in cash. The
Holder need not provide and the Company hereby waives any  presentment,  demand,
protest or other notice of any kind, and the Holder may  immediately and without
expiration  of any grace  period  enforce any and all of its rights and remedies
hereunder  and all other  remedies  available to it under  applicable  law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder  and the Holder  shall have all rights as a  Convertible  Note  holder
until such time,  if any, as the full payment under this Section shall have been
received by it. No such  rescission  or annulment  shall  affect any  subsequent
Event of Default or impair any right consequent thereon.

                                       2
<PAGE>

3.   CONVERSION.

     (a)  CONVERSION RIGHT. At any time after the Original Issue Date until this
Convertible  Note is no  longer  outstanding,  this  Convertible  Note  shall be
convertible  into shares of Common  Stock at the option of the Holder,  in whole
(and not in part) at any time and from time to time (subject to the  limitations
on conversion  set forth in this Section 3(a)  hereof).  The Holder shall effect
conversions  by  delivering  to the  Company  the form of Notice  of  Conversion
attached hereto as ANNEX A (a "NOTICE OF  CONVERSION"),  specifying  therein the
principal  amount of Convertible Note to be converted and the date on which such
conversion is to be effected (a  "CONVERSION  DATE").  If no Conversion  Date is
specified in a Notice of Conversion,  the Conversion Date shall be the date that
such  Notice  of  Conversion  is  provided  hereunder.   To  effect  conversions
hereunder, the Holder shall be required to physically surrender Convertible Note
to the  Company.  Conversions  hereunder  shall have the effect of lowering  the
outstanding  principal amount of this Convertible Note in an amount equal to the
applicable conversion. The Holder and the Company shall maintain records showing
the principal amount  converted and the date of such conversion.  The Holder and
any assignee,  by acceptance of this  Convertible  Note,  acknowledge  and agree
that, by reason of the  provisions of this  paragraph,  following  conversion of
this Convertible Note, the principal amount of this Convertible Note may be less
than the amount stated on the face hereof.

     (b)  UNDERLYING  SHARES  ISSUABLE  UPON  CONVERSION  AND  PURSUANT  TO  THE
CONVERSION OF PRINCIPAL  AMOUNT.  The number of shares of Common Stock  issuable
upon a conversion shall be 223,073,380  (11,153,669 post a contemplated 1 for 20
reverse  stock  split)  shares of the  Company's  restricted  common  stock (the
"Underlying Shares").

     (d)  DELIVERIES UPON  CONVERSION.  Not later than 10 Trading Days after any
Conversion  Date,  the  Company  will  deliver  to the Holder a  certificate  or
certificates  representing  the  Underlying  Shares  representing  the number of
shares of Common Stock being acquired upon the  conversion of  Convertible  Note
(including,  if so  timely  elected  by the  Company,  shares  of  Common  Stock
representing the payment of accrued interest).

     (f)  ADJUSTMENTS.

          (i)  If the  Company,  at any  time  while  the  Convertible  Note  is
outstanding:  (A) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Common  Stock or any  other  equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of
doubt,  shall not  include  any  shares of Common  Stock  issued by the  Company
pursuant to this Convertible Note,  including interest  thereon),  (B) subdivide
outstanding  shares of Common Stock into a larger number of shares,  (C) combine
(including  by way of reverse  stock split)  outstanding  shares of Common Stock
into a smaller number of shares, or (D) issue by  reclassification  of shares of
the Common Stock any shares of capital stock of the Company,  then the number of
Underlying  Shares into which this Convertible Note is convertible into shall be
correspondingly  adjusted by multiplying  such number of shares by a fraction of
which the  numerator  shall be the number of shares of Common  Stock  (excluding
treasury  shares,  if any)  outstanding  before  such  event  and of  which  the
denominator shall be the number of shares of Common Stock outstanding after such
event.  Any  adjustment  made  pursuant to this Section  shall become  effective

                                       3
<PAGE>

immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

          (ii) All  calculations  under  this  Section  3  shall  be made to the
nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be outstanding
as of a given  date  shall be the sum of the  number of  shares of Common  Stock
(excluding treasury shares, if any) outstanding on a fully diluted basis.

     (g)  The Company covenants that all shares of Common Stock that shall be so
issuable  shall,  upon issue, be duly and validly  authorized,  issued and fully
paid, nonassessable.

     (h)  The  issuance  of  certificates  for  shares  of the  Common  Stock on
conversion of the  Convertible  Note shall be made without charge to the Holders
thereof  for any  documentary  stamp or  similar  taxes  that may be  payable in
respect of the issue or delivery of such certificate,  provided that the Company
shall not be  required  to pay any tax that may be  payable  in  respect  of any
transfer  involved in the  issuance and  delivery of any such  certificate  upon
conversion in a name other than that of the Holder of such  Convertible  Note so
converted  and the  Company  shall  not be  required  to issue or  deliver  such
certificates  unless or until the  person or  persons  requesting  the  issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

4.   DEFINITIONS.  For the  purposes  hereof,  in addition to the terms  defined
elsewhere in this Convertible  Note: (a) capitalized terms not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement,  and (b)
the following terms shall have the following meanings:

     "BUSINESS  DAY"  means any day  except  Saturday,  Sunday and any day which
shall be a federal  legal holiday in the United States or a day on which banking
institutions in the State of New York are authorized or required by law or other
government action to close.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMMON STOCK" means the common stock,  $0.001 par value per share,  of the
Company and stock of any other class into which such shares may  hereafter  have
been reclassified or changed.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "ORIGINAL  ISSUE  DATE"  shall mean the date of the first  issuance  of the
Convertible  Note regardless of the number of transfers of any Convertible  Note
and regardless of the number of instruments which may be issued to evidence such
Convertible Note.

     "PERSON" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

                                       4
<PAGE>

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "TRADING  DAY"  means  (a) a day on which the  shares  of Common  Stock are
traded on a Principal Market on which the shares of Common Stock are then listed
or quoted,  or (b) if the shares of Common  Stock are not quoted on a  Principal
Market,  a  day  on  which  the  shares  of  Common  Stock  are  quoted  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices);  PROVIDED,  that in the event that the shares of Common Stock
are not listed or quoted as set forth in (a),  (b) and (c) hereof,  then Trading
Day shall mean a Business Day.

     "UNDERLYING  SHARES"  means  the  shares  of  Common  Stock  issuable  upon
conversion of Convertible  Note or as payment of interest in accordance with the
terms hereof.

5.   DEBT  OBLIGATION.  This Convertible Note is a direct debt obligation of the
Company. This Convertible Note ranks PARI PASSU with all other Convertible Notes
now or hereafter issued under the terms set forth herein.

6.   REPLACEMENT  OF NOTE. If this  Convertible  Note shall be mutilated,  lost,
stolen or  destroyed,  the Company  shall  execute and deliver,  in exchange and
substitution for and upon  cancellation of a mutilated  Convertible  Note, or in
lieu of or in substitution for a lost,  stolen or destroyed  Convertible Note, a
new  Convertible  Note for the  principal  amount  of this  Convertible  Note so
mutilated,  lost,  stolen or destroyed but only upon receipt of evidence of such
loss,  theft or  destruction  of such  Convertible  Note,  and of the  ownership
hereof, and indemnity, if requested, all reasonably satisfactory to the Company.

7.   INTERPRETATION;  CHOICE OF LAW. All questions  concerning the construction,
validity,  enforcement  and  interpretation  of this  Convertible  Note shall be
governed by and construed  and enforced in accordance  with the internal laws of
the State of  Nevada,  without  regard to the  principles  of  conflicts  of law
thereof.  Each party hereto hereby  irrevocably  waives,  to the fullest  extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out  of  or  relating  to  this  Convertible  Note  or  the
transactions  contemplated  hereby.  If either party shall commence an action or
proceeding  to  enforce  any  provisions  of this  Convertible  Note,  then  the
prevailing  party in such action or proceeding  shall be reimbursed by the other
party for its reasonable  attorneys' fees and other costs and expenses  incurred
with  the   investigation,   preparation  and  prosecution  of  such  action  or
proceeding.

8.   WAIVER.  Any  waiver  by the  Company  or the  Holder  of a  breach  of any
provision of this  Convertible Note shall not operate as or be construed to be a
waiver  of any  other  breach of such  provision  or of any  breach of any other
provision of this Convertible  Note. The failure of the Company or the Holder to
insist upon strict adherence to any term of this Convertible Note on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Convertible Note. Any waiver must be in writing.

                                       5
<PAGE>

9.   MISCELLANEOUS.  If any  provision  of this  Convertible  Note  is  invalid,
illegal or  unenforceable,  the balance of this Convertible Note shall remain in
effect,  and if any provision is inapplicable to any person or circumstance,  it
shall nevertheless remain applicable to all other persons and circumstances.  If
it  shall be found  that any  interest  or  other  amount  deemed  interest  due
hereunder  violates  applicable  laws governing  usury,  the applicable  rate of
interest  due  hereunder  shall  automatically  be lowered to equal the  maximum
permitted  rate of interest.  The Company  covenants  (to the extent that it may
lawfully  do so) that it shall not at any time  insist  upon,  plead,  or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which  would  prohibit  or forgive  the  Company  from
paying all or any portion of the  principal  of or  interest on the  Convertible
Note as contemplated  herein,  wherever enacted, now or at any time hereafter in
force,  or which may affect the covenants or the  performance of this indenture,
and the Company (to the extent it may  lawfully do so) hereby  expressly  waives
all benefits or advantage  of any such law, and  covenants  that it will not, by
resort to any such law,  hinder,  delay or impeded  the  execution  of any power
herein granted to the Holder,  but will suffer and permit the execution of every
such as though  no such law has been  enacted.  Whenever  any  payment  or other
obligation  hereunder  shall be due on a day other  than a  Business  Day,  such
payment shall be made on the next succeeding Business Day.


                              *********************


                                       6
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Convertible Note to be duly
executed by a duly authorized officer as of the date first above indicated.


                                            RIM HOLDINGS, INC.




                                            By: /s/ Lee Kam Man
                                                --------------------------------
                                            Name: Lee Kam Man
                                            Title: Chief Executive Officer



                                       7
<PAGE>

                                     ANNEX A

                              NOTICE OF CONVERSION


The undersigned hereby elects to convert principal under the Convertible Note of
Rim Holdings,  Inc. (the "Company"),  due on December 31, 2004, into 470,611,780
(23,530,589  post a  contemplated 1 for 20 reverse stock split) shares of common
stock (the "COMMON STOCK"),  of the Company according to the conditions  hereof,
as of the date written below. If shares are to be issued in the name of a person
other than the undersigned,  the undersigned will pay all transfer taxes payable
with respect thereto and is delivering  herewith such  certificates and opinions
as reasonably requested by the Company in accordance  therewith.  No fee will be
charged to the holder for any  conversion,  except for such transfer  taxes,  if
any.

The undersigned agrees to comply with the prospectus delivery requirements under
the applicable  securities laws in connection with any transfer of the aforesaid
shares of Common Stock.


                                            HOLDER:

                                            EuroFaith Holdings, Inc.



                                            By:  _______________________________
                                            Name: Sim Lai Fun
                                            Title: Sole Director